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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
Publicker Industries Inc.
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(NAME OF ISSUER)
Common Stock, $.10 par value
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(TITLE OF CLASS OF SECURITIES)
744635103
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(CUSIP NUMBER)
Joel I. Greenberg, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8201
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 20, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO
REPORT THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING
THIS SCHEDULE BECAUSE OF RULE 13d-1(e), 13d-1(f) OR 13d-1(g), CHECK THE
FOLLOWING BOX. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment continuing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 5)
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CUSIP NO. 744635103 SCHEDULE 13D PAGE 2 OF 5 PAGES
1 NAMES OF REPORTING PERSONS Harry I. Freund
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,822,489
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 22,100
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,822,489
10 SHARED DISPOSITIVE POWER
322,975
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,145,464
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10, dated June 2, 1998, to Schedule 13 (this
"Statement") is filed on behalf of Harry I. Freund and amends Schedule 13D filed
on behalf of Mr. Freund, as previously amended and restated in its entirety by
Amendment No. 9 filed with the Securities and Exchange Commission on March 10,
1995 (the "Schedule 13D"), relating to the common stock, $.10 par value (the
"Common Stock") of Publicker Industries Inc., a Pennsylvania corporation (the
"Company").
Items 1, 2 and 3 of the Schedule 13D are hereby amended, and Item 5 of
the Schedule 13D is hereby amended and restated in its entirety, as follows:
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of the Company. The address
of the Company's principal executive offices is One Post Road, Fairfield,
Connecticut 06430.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this Statement is Harry I. Freund. Mr. Freund is
Chairman and co-owner of Balfour Investors Incorporated ("Balfour"), a
registered broker-dealer. Mr. Freund's business address is Balfour Investors
Incorporated, 620 Fifth Avenue, New York, New York 10020.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 20, 1998, Mr. Freund purchased 125,000 shares of Common Stock
pursuant to the exercise of stock options, at an exercise price of $1.50 per
share, for an aggregate purchase price of $187,500. Mr. Freund used his
personal funds for the foregoing purchase of Common Stock.
On May 22, 1998, Mr. Freund's spouse, as custodian ("Custodian") for
one of Mr. Freund's children under the Uniform Gifts to Minors Act, purchased
22,100 shares of Common Stock, at a purchase price of $1.475 per share, for an
aggregate purchase price of $32,597.50, in a privately negotiated transaction.
The personal funds of the custodial account were used for such purchase.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the close of business on the date of this Statement, Mr. Freund
may be deemed, pursuant to Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, to own beneficially
2,145,464 or 14.8%, of the Company's 13,141,607 shares of Common Stock
outstanding as of such date, including shares of Common Stock which may be
acquired by Mr. Freund within 60 days as follows: 666,912 shares through the
exercise of stock options and 660,480 shares through the exercise of stock
purchase warrants. The shares beneficially owned also include 22,100 shares of
Common Stock held by Mr. Freund's spouse, as Custodian, as to which Mr. Freund
has shared voting and investment power but disclaims beneficial ownership. In
addition, the shares of Common Stock beneficially owned include 300,875 shares
that may be deemed to be owned beneficially by Mr. Freund which are held by
Balfour for its clients in discretionary accounts, as to which Mr. Freund
disclaims beneficial ownership. Messrs. Freund and Jay S. Goldsmith are
Chairman and President, respectively, and the only shareholders of Balfour. The
discretionary clients of Balfour have the sole power to vote and direct the
vote of the shares held in their account. Balfour and its discretionary clients
have shared power to dispose of or direct the disposition of the shares held in
such clients' accounts. At present, Balfour has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Company's Common Stock for all of its discretionary clients.
See Item 3 above for a description of any transactions in Common Stock
that were effected during the past 60 days.
Except as to the shares of the Company's Common Stock held by the
Custodian and by Balfour for its discretionary clients, Mr. Freund has the sole
power to vote and dispose of the shares of the Company's Common Stock owned
beneficially by him.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 2, 1998
/s/ Harry I. Freund
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Harry I. Freund
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